REG - CIP Merchant Capital - Form 8 (OPD) - CIP Merchant Capital Limited

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27/01/2022 17:35

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RNS Number : 8992Z  CIP Merchant Capital Ltd  27 January 2022

 

FORM 8 (OPD)

 

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the "Code")

 

1.         KEY INFORMATION

 

 (a) Full name of discloser:                                                     CIP Merchant Capital Limited
 (b) Owner or controller of interests and short positions disclosed, if          N/A
 different from 1(a):

      The naming of nominee or vehicle companies is insufficient.  For a
 trust, the trustee(s), settlor and beneficiaries must be named.
 (c) Name of offeror/offeree in relation to whose relevant securities this form  CIP Merchant Capital Limited
 relates:

      Use a separate form for each offeror/offeree
 (d) Is the discloser the offeror or the offeree?                                OFFEREE
 (e) Date position held:                                                         26 January 2022

      The latest practicable date prior to the disclosure
 (f)  In addition to the company in 1(c) above, is the discloser making          N/A
 disclosures in respect of any other party to the offer?

      If it is a cash offer or possible cash offer, state "N/A"

 

2.         POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

 

If there are positions or rights to subscribe to disclose in more than one
class of relevant securities of the offeror or offeree named in 1(c), copy
table 2(a) or (b) (as appropriate) for each additional class of relevant
security.

 

(a)        Interests and short positions in the relevant securities of
the offeror or offeree to which the disclosure relates

 

 Class of relevant security:                                          Ordinary shares of no par value each in CIP Merchant Capital Limited ISIN:

                                                                    GG00BF8NW879 ("Ordinary Shares")

                                                                      Interests                                 Short positions

                                                                      Number               %                    Number               %
 (1) Relevant securities owned and/or controlled:                     Nil                  Nil                  Nil                  Nil
 (2) Cash-settled derivatives:                                        Nil                  Nil                  Nil                  Nil

 (3) Stock-settled derivatives (including options) and agreements to  Nil                  Nil                  Nil                  Nil
 purchase/sell:
                                                                      Nil                  Nil                  Nil                  Nil

      TOTAL:

 

All interests and all short positions should be disclosed.

 

Details of any open stock-settled derivative positions (including traded
options), or agreements to purchase or sell relevant securities, should be
given on a Supplemental Form 8 (Open Positions).

 

Details of any securities borrowing and lending positions or financial
collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

 

(b)        Rights to subscribe for new securities

 

 Class of relevant security in relation to which subscription right exists:   None.
 Details, including nature of the rights concerned and relevant percentages:  None.

 

 

3.         POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO
THE OFFER MAKING THE DISCLOSURE

 

 Details of any interests, short positions and rights to subscribe (including
 directors' and other employee options) of any person acting in concert with
 the party to the offer making the disclosure:

  Directors' interests

 a)   Holdings in Ordinary Shares:

Director         Number of Ordinary Shares held  Percentage of total issued share capital (%)
 Adrian Collins   50,000                          0.09
 John Falla       10,000                          0.01
 Robert King      -                               -
 Piero Sansalone  -                               -
 Total:           60,000                          0.10

 

 b)   Options over Ordinary Shares:

 Nil

 Interests of other persons considered to be acting in concert with CIP
 Merchant Capital Limited

 a)   Holdings in Ordinary Shares:

Person            Number of Ordinary Shares held  Percentage of total issued share capital (%)
 Marco Fumagalli*  2,418,263                       4.39
 Carlo Sgarbi*(+)  2,618,264                       4.76
 Total:            5,036,527                       9.15

 

 b)   Options over Ordinary Shares:

 Nil

 Notes:

 * - Goldfinch SA, a company equally beneficially owned by Marco Fumagalli and
 Carlo Sgarbi, holds, in aggregate, 4,836,527 Ordinary Shares. Accordingly,
 each individual is indirectly beneficially interested in 2,418,263 and
 2,418,264 Ordinary Shares, respectively.

 + - In addition, Carlo Sgarbi is directly beneficially interested in 200,000
 Ordinary Shares.

 

b)   Options over Ordinary Shares:

Nil

 

 

Interests of other persons considered to be acting in concert with CIP
Merchant Capital Limited

 

a)   Holdings in Ordinary Shares:

 

 Person            Number of Ordinary Shares held  Percentage of total issued share capital (%)
 Marco Fumagalli*  2,418,263                       4.39
 Carlo Sgarbi*(+)  2,618,264                       4.76
 Total:            5,036,527                       9.15

 

b)   Options over Ordinary Shares:

Nil

 

Notes:

 

* - Goldfinch SA, a company equally beneficially owned by Marco Fumagalli and
Carlo Sgarbi, holds, in aggregate, 4,836,527 Ordinary Shares. Accordingly,
each individual is indirectly beneficially interested in 2,418,263 and
2,418,264 Ordinary Shares, respectively.

 

+ - In addition, Carlo Sgarbi is directly beneficially interested in 200,000
Ordinary Shares.

 

 

Details of any open stock-settled derivative positions (including traded
options), or agreements to purchase or sell relevant securities, should be
given on a Supplemental Form 8 (Open Positions).

 

Details of any securities borrowing and lending positions or financial
collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

 

4.         OTHER INFORMATION

 

(a)        Indemnity and other dealing arrangements

 

 Details of any indemnity or option arrangement, or any agreement or
 understanding, formal or informal, relating to relevant securities which may
 be an inducement to deal or refrain from dealing entered into by the party to
 the offer making the disclosure or any person acting in concert with it:

 Irrevocable commitments and letters of intent should not be included. If there
 are no such agreements, arrangements or understandings, state "none"

 None.

 

(b)        Agreements, arrangements or understandings relating to
options or derivatives

 

 Details of any agreement, arrangement or understanding, formal or informal,
 between the party to the offer making the disclosure, or any person acting in
 concert with it, and any other person relating to:

 (i)  the voting rights of any relevant securities under any option; or

 (ii) the voting rights or future acquisition or disposal of any relevant
 securities to which any derivative is referenced:

 If there are no such agreements, arrangements or understandings, state "none"

 None.

 

(c)        Attachments

 

Are any Supplemental Forms attached?

 

 Supplemental Form 8 (Open Positions)  No
 Supplemental Form 8 (SBL)             No

 

 

 Date of disclosure:  27 January 2022
 Contact name:        Wikus van Schalkwyk - Fund Administrator
 Telephone number:    +44 (0)1481 749 363

 

Public disclosures under Rule 8 of the Code must be made to a Regulatory
Information Service.

 

The Panel's Market Surveillance Unit is available for consultation in relation
to the Code's disclosure requirements on +44 (0)20 7638 0129.

 

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk
(http://www.thetakeoverpanel.org.uk) .

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